Common use of Board Oversight Clause in Contracts

Board Oversight. The Board Compliance Committee shall be responsible for the review and oversight of Cigna’s compliance with Federal health care program requirements and the requirements of this CIA. The Board Compliance Committee must include at least one independent (e.g, non-owner, non-employee, and non-executive) member. The Board Compliance Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee Cigna’s compliance program, including but not limited to the performance of the Chief Compliance Officer for Federal Programs and Medicare Compliance Committee; b. submitting to OIG a description of the materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third-party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution approved by each member of the Board Compliance Committee regarding its review and oversight of Cigna’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board Compliance Committee has made a reasonable inquiry into the operations of Cigna’s compliance program, including the performance of the Chief Compliance Officer for Federal Programs and the Medicare Compliance Committee. Based on its inquiry and review, the Board Compliance Committee has concluded that, to the best of its knowledge, Cigna has implemented an effective compliance program to meet Federal health care program requirements and the requirements of Cigna’s Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board Compliance Committee is unable to adopt such a resolution, the Board Compliance Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board Compliance Committee is taking to implement an effective compliance program at Cigna. Cigna shall report to OIG, in writing, any changes in the membership of the Board Compliance Committee, within 15 business days after such a change.

Board Oversight. The Board Compliance Committee shall be responsible for the review and oversight of CignaAdvanced Bionics’s compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA. The Board Compliance Committee must include at least one independent (e.gi.e., non-owner, non-employee, employee and non-executive) member. The Board Compliance Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CignaAdvanced Bionics’s compliance program, including but not limited to the performance of the Chief Compliance Officer for Federal Programs and Medicare Compliance Committee; b. submitting to OIG a description of the materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third-third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution resolution, approved by each member of the Board Compliance Committee regarding its review and oversight of CignaAdvanced Bionics’s compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board Compliance Committee has made a reasonable inquiry into the operations of CignaAdvanced Bionics’s compliance program, program including the performance of the Chief Compliance Officer for Federal Programs and the Medicare Compliance Committee. Based on its inquiry and review, the Board Compliance Committee has concluded that, to the best of its knowledge, Cigna Advanced Bionics has implemented an effective compliance program to meet Federal health care program requirements requirements, FDA requirements, and the requirements of CignaAdvanced Bionics’s Corporate Integrity Agreement with the Office of Counsel to the Inspector General of for the Department of Health and Human Services.” If the Board Compliance Committee is unable to adopt such a resolution, the Board Compliance Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board Compliance Committee it is taking to implement an effective compliance program at CignaAdvanced Bionics. Cigna Advanced Bionics shall report to OIG, in writing, any changes in to the membership of the Board Compliance CommitteeBoard, within 15 business days after such a change.

Board Oversight. The Board Compliance Committee shall be responsible for the review and oversight of CignaBiotronik’s compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA. The Board Compliance Committee must include at least one independent (e.gi.e., non-owner, non-employee, employee and non-executive) member. member.‌ The Board Compliance Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CignaBiotronik’s compliance program, including but not limited to the performance of the Chief Compliance Officer for Federal Programs and Medicare Compliance Committee; b. submitting to OIG a description of the materials it reviewed and any additional steps taken, such as the engagement of an independent advisor or other third-third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and; c. for each Reporting Period of the CIA, adopting a resolution resolution, approved by each member of the Board Compliance Committee regarding its review and oversight of CignaBiotronik’s compliance with Federal health care program requirements requirements, FDA requirements, and the requirements of this CIA; and d. for the second and fourth Reporting Periods, the Board shall retain an individual or entity with expertise in compliance with Federal health care program and FDA requirements (Compliance Expert) to perform a review of the effectiveness of Biotronik’s compliance program. The Compliance Expert must not be employed or engaged by Biotronik and must not have a current or prior relationship to Biotronik that would cause a reasonable person to question the Compliance Expert’s objectivity in performing the review. The Compliance Expert shall prepare a written report that includes a description of the review and any recommendations with respect to Biotronik’s compliance program. The Board shall review the Compliance Program Review Report as part of its review and oversight of Biotronik’s compliance program. A copy of the Compliance Program Review report shall be provided to OIG in the Annual Reports submitted by Biotronik for the second and fourth Reporting Periods, along with a certification from the Compliance Expert that it does not have a prohibited relationship with Biotronik as set forth above and a summary of any current or prior relationships with Biotronik. In addition, copies of any materials provided to the Board by the Compliance Expert, along with minutes of any meetings between the Compliance Expert and the Board, shall be made available to OIG upon request. At minimum, the resolution shall include the following language: “The Board Compliance Committee has made a reasonable inquiry into the operations of CignaBiotronik’s compliance program, program including the performance of the Chief Compliance Officer for Federal Programs and the Medicare Compliance Committee. Based on its inquiry and review, the Board Compliance Committee has concluded that, to the best of its knowledge, Cigna Biotronik has implemented an effective compliance program to meet Federal health care program requirements requirements, FDA requirements, and the requirements of CignaBiotronik’s Corporate Integrity Agreement with the Office of Counsel to the Inspector General of for the Department of Health and Human Services.” If the Board Compliance Committee is unable to adopt such a resolution, the Board Compliance Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board Compliance Committee it is taking to implement an effective compliance program at Cigna. Cigna Biotronik.‌‌ Biotronik shall report to OIG, in writing, any changes in to the membership of the Board Compliance CommitteeBoard, within 15 business days after such a change.

Board Oversight. The Audit Committee of the Board Compliance Committee (Board Committee) shall be responsible for the review and oversight of CignaBioReference’s compliance with Federal health care program requirements and the requirements of this CIA. The Board Compliance Committee must include at least one independent (e.gi.e., non-owner, non-employee, employee and non-executive) membermembers. The Board Compliance Committee shall, at a minimum, be responsible for the following: a. meeting at least quarterly to review and oversee CignaBioReference’s compliance program, including but not limited to the performance of the Chief Compliance Officer for Federal Programs and Medicare Compliance Committee; b. submitting to the OIG a description of the materials it the Board Committee received and reviewed and any additional steps taken, such as the engagement of an independent advisor or other third-third party resources, in its oversight of the compliance program and in support of making the resolution below during each Reporting Period; and c. for each Reporting Period of the CIA, adopting a resolution approved by each member of the Board Compliance Committee regarding its review and oversight of CignaBioReference’s compliance with Federal health care program requirements and the requirements of this CIA. At minimum, the resolution shall include the following language: “The Board Compliance Committee has made a reasonable inquiry into the operations of CignaBioReference’s compliance program, program including the performance of the Chief Compliance Officer for Federal Programs and the Medicare Compliance Committee. Based on its inquiry and review, the Board Compliance Committee has concluded that, to the best of its knowledge, Cigna BioReference has implemented an effective compliance program to meet Federal health care program requirements and the requirements of Cigna’s the Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services.” If the Board Compliance Committee is unable to adopt such a resolution, the Board Compliance Committee shall provide a written explanation of the reasons why it is unable to adopt the resolution and the steps the Board Compliance Committee is taking to implement an effective compliance program at CignaBioReference. Cigna BioReference shall report to OIG, in writing, any changes in the membership of the Board Compliance Committee, within 15 business days after such a change.